HomeMy Public PortalAbout2020.04.13 City of McCall General Service Agreement with Xerillion.docxTeams File Sharing Proposal
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DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2
Client Situation
Xerillion Solution
Contacts: Chris and Vlatko
85 users with Office 365 Government G5 + EMS E3 / 60 users with Domestic Calling Plan
Everyone is on Windows 10 running Office 365 ProPlus; 1 Windows 7 users being migrated by end of February
Using a mix of Skype/Teams for phone system w/ Yealink and Skype phones
Email on Exchange Online and shared folders stored in on-premise file servers
Looking to move shared folders into Teams Files; users are already setup with OneDrive and Client will migrate personal user
folders
Client interested in having users able to access shared and personal folders from Windows File Explorer
Xerillion will become Client's Cloud Solution Provider to service, resell and support their Microsoft Cloud subscriptions
NOTE:Xerillion will move forward with the project when Client is ready. Client's subscriptions through CDW end in October, and
Client agrees to renew their subscriptions with Xerillion at that time.
Xerillion will onboard Client's user and network settings for this project and future support requests; includes project scheduling,
account management and a live training session on how to contact Xerillion's helpdesk for technical issues related to Office 365
Xerillion will setup Teams Files folder structure, user groups + permissions; Client indicated they will complete the Teams shared folder
file migration and do not need training on this
Client has setup OneDrive app and will setup OneDrive Sync for users to access personal files from Windows File Explorer and the Teams
app; Client will migrate personal business files to each OneDrive app
Xerillion will setup retention policy for files stored in the Microsoft Cloud
Xerillion will provide live admin training sessions for Client's IT staff to learn more about the back-end systems work and administration
for after the project is complete
Xerillion will provide live user training sessions before file cutover to learn more about how to access, share and collaborate on files
inside of Microsoft Teams and OneDrive
Xerillion will setup Brainstorm video training platform for end users and activate Brainstorm subscriptions for each user; Client will be
admin on their account and can activate/deactivate subscriptions as needed
Client will be responsible for maintaining cloud system and Microsoft Teams portal notifications if they are not under Xerillion's
Managed Services package
Client will be billed at an hourly engineer rate for any changes made by the client or their vendors on the back-end systems related to
Microsoft cloud systems that need to be remediated by a Xerillion engineer,and which were not consulted with Xerillion
2
DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2
The Microsoft 365 Transformer
Product Name Why Important Price Per Unit Unit Quantity Line Item Total
Office 365 System
Check and
Implementation
Standard setup process for the Office 365
Services to make sure it is setup properly $995 System 1 $995
Local AD to Azure AD
Sync
Easy migration by copying and syncing existing
user accounts from your Windows Server
Active Directory to Azure Active Directory
$395 System 0 Already done by
Client
Live Online Office 365
Training Orientation
Orient your team on the changes to a
migration to Office 365 $195 Session 3 $585
Live Online Office 365
Admin Orientation
Training
Orientation and overview with IT team for
Office 365 Administration for Exchange Online
and SharePoint Online.
$595 Session 2 $1,190
Create Secured Shared
Folders
Setup secured shared department folders with
SharePoint document libraries or Teams
channel files. SharePoint document libraries
will be secured at the document library level,
Teams will be secured at the Teams grouping
level.
$695 System 1 $695
Migrate first 500GB
data to shared folders
Migrate existing company shared department
folders up to 500GB $995 System 1 Done by Client
The Microsoft 365 Transformer
Base System Setup and Migration
3
DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2
The Microsoft 365 Transformer
Migrate additional
500GB of shared folder
data
Migrate existing company shared department
folders up to 500GB $895 500GB 3 Done by Client
User file folders
migration from file
server, Google drive,
Box/DropBox to
OneDrive (up to 1TB)
The setup, sync, management and cutover of
your existing user folders up to 250GB $95 User 85 Done by Client
OneDrive Setup
Remove old OneDrive - install latest OneDrive
App, configure for user to sync OneDrive and
SharePoint document libraries (if applicable).
$75 User 85 Already done by
Client
Safe Links and Safe
Attachments Setup
Protect users from malicious email links and
attachments that pass through spam and virus
filters with email link buffers and attachment
detonation
$595 System 0 $0
Domain Spoofing and
DKIM Configuration
Block people outside the company from
appearing to send emails as you threatening or
attempting to trick your users. DomainKeys
Identified Mail (DKIM) vouches to other email
systems that emails from you are really from
you, reducing chances of going into spam.
$595 System 0 $0
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DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2
The Microsoft 365 Transformer
Data Preservation and
Retention Policy Setup
Configure rules on email and document
retention policies to preserve important files
that must be retained and delete old emails
and files that are no longer relevant and
increase legal risk and cost
$895 System 1 $895
Computer OS Version
Upgrade (Windows 7
and Required for any
Windows Home Edition
Computers)
Upgrading a computer from Windows 7 to 10
(recommend new computer if older than 3
years)
$295 Device 1 Done by Client
The Confident Onboard
Process
Onboarding the client for all users, all network
settings inside ticketing system, and live
training for all users on how to use Xerillion's
Wow Helpdesk
$795 Client 1 $795
Onboard Process for
Office 365 user
subscription
management
Onboarding the client for Microsoft cloud
subscriptions and live training for Client
admins on how to manage user subscriptions;
allows Clients to manage their own
subscriptions in a more user-friendly portal
than Microsoft's Office 365 admin portal.
Clients can access 90-day audit reports on user
licenses and assignments for increased
visibility. Quicker turnaround time on instant
license changes and prorated billing for partial
month usage.
$150 Client 1 $150
Confident Cloud Advantage
Computer Modernization
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DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2
The Microsoft 365 Transformer
The Team Capability
Expander
Setup the client with Xerillion's online video
training system for the Microsoft 365 System.$595 Client 0 $0
$5,305Total
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DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2
Microsoft 365 Monthly
Product Name Notes Price Per
Unit Unit Quantity Line Item Total
Office 365 G5 $33.08 User 85 $2,812
Enterprise Mobility + Security E3 $8.27 User 85 $703
Additional Microsoft Cloud storage in
SharePoint/Teams Files
20cents/GB additional storage in SharePoint
document libraries/Teams Files / Client has
1TB default storage; includes additional
10GB/user pooled
$0.20 GB 0 $0
Domestic Calling Plan Add on for the Microsoft Phone System, add 1
for general voicemail.$12.00 User 60 $720
Brainstorm Video Training Platform Subscription for each user enrolled in the
Brainstorm training platform $3 User 60 $180
$4,415
Microsoft 365 Subscriptions
Monthly Total
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DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2
Proposal Summary Page
$5,305
Total:$5,305
Project deposit due at signing:$2,653
Second payment due 30 days after:$2,653
Microsoft 365 Subscriptions $4,415
Total:$4,415
Name:
Title:
Company:
Signature
One-Time
Monthly
The Microsoft 365 Transformer
Signature
Important Performance Requirements:
WindowsOS computers need to be
upgraded to the latest build of Windows
10 Pro.
Windows Home edition computers will
need a one-time license upgrade to
Windows Pro.
Microsoft Office needs to be upgraded on
each computer to the latest version.
iOS and Android devices need to be
updated to the latest version.
MacOS computers need to be updated to
the latest version.
ISP router hardware older than 5 years
needs to be replaced.
Firewall hardware older than 5 years
needs to be replaced and under
manufacturer update and service plan.
Switch and wireless access point
hardware older than 5 years needs to be
replaced.
Firewall must have digital voice
prioritization for the Microsoft Phone
System
Xerillion must have control over the
client's firewall (versus a managed firewall
from ISP)
Xerillion will only install Yealink desk
phones and headsets they sell -there are
too many problems with 3rd party sellers
-even with the same SKU's
Non-compliant computers quoted for
8 Classified as Confidential
DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2
Mayor
City of McCall
Bob Giles
XERILLION CORPORATION GENERAL SERVICE AGREEMENT
(Please email back to ClientService@Xerillion.com or fax to: 847.619.7278)
Init. _____
Confidential Page 1 of 3 4/3/2020
This agreement contains the terms and conditions that apply to services provided by Xerillion Corporation
(“Xerillion”) located at 440 W. Colfax St. #2018, Palatine, IL for City of McCall (“Client”) with an office
located at 216 E. Park Street, McCall, ID. Both the parties agree to be bound and accept this agreement as
applicable to the purchase of services from Xerillion.
The Effective Date of this agreement is (Client to enter month/date/year) _______________________.
1. Xerillion General IT Services (the “Services”):
General User Helpdesk Support and After-Hours Support: remote helpdesk during
normal business hours 7am to 5pm during normal business days Monday - Friday for a
user’s PC’s, Macs, mobile devices. Extended helpdesk phone-in support requests outside
normal business hours are covered on a 2 hour or less callback basis (typically 30 -60
minutes) 7 days a week from 6am to 10pm. Email-in support requests after normal business
hours are provided the next business day. During the onboarding training staff will be
trained on when/how to reach Xerillion to get the support they need.
Cloud Services (Microsoft 365) and Cloud Servers (Microsoft Azure) Support: If the
Client has purchased Xerillion’s managed cloud services product (“The Confident Cloud
Advantage”) Xerillion will apply a proactive proprietary routine review process and
remediate all errors and alerts from that review. Xerillion will also provide full remediation
for alerts, errors and outages that happen outside the routine review process. Alerts that
happen overnight are handled by the on-call engineer with the goal of resolving the issue
before the start of the next business day. If the Client has not purchased a managed cloud
services support product, the Client understands that the Client, not Xerillion, will be
reviewing and managing their cloud services and cloud servers. Xerillion will then be
providing support on an as-needed/as-requested basis for the client on an hourly basis. Client
will be billed at an hourly engineer rate for any changes made on the back-end system
related to Office 365, Microsoft Intune and the Microsoft Teams phone system that need to
be remediated by a Xerillion engineer.
On-Premises Server and Networking Systems Support: support for alerts, errors and
outages for the Client’s on-premises servers, firewalls, switches, routers, modems and
wireless access points (where support is not provided by other 3rd party vendors) provided
by monitoring (if elected by the Client), or by phone-in. If the Client elects monitoring or a
package that includes monitoring, the monitoring is done 24x7x365 by Xerillion’s NOC
(network operations center). Alerts that happen overnight will be addressed by the engineer
on-call with the goal of resolving the issue before the start of the next business day. If the
Client has not purchased a managed services support product, the Client understands that the
Client, not Xerillion, will be reviewing and managing their cloud services and cloud servers.
Xerillion will then be providing support on an as-needed/as-requested basis for the client on
an hourly basis.
On Call Rotation: each engineer at Xerillion rotates a week on-call for any after-hours
helpdesk or systems support needs.
Vendor Support: Xerillion will work with a client’s 3rd party IT vendors (Internet service
providers, phone service providers, business apps or websites, etc.) when issues or projects
arise around business software, and specialized equipment connected to the computer
network.
DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2
4/13/2020
XERILLION CORPORATION GENERAL SERVICE AGREEMENT
(Please email back to ClientService@Xerillion.com or fax to: 847.619.7278)
Init. _____
Confidential Page 2 of 3 4/3/2020
Routine Service Reviews: If the Client has purchased a managed service product, Xerillion
will schedule ongoing, typically monthly, IT service reviews with the Client’s management
to review current IT work, past work, future projects with Xerillion Service Manager.
Virtual CIO Reviews: If the Client has purchased a managed service product, Xerillion will
conduct ongoing, business technology reviews on a bi-annual or annual basis, where we
review changes in the Client’s business and how we can use advancements in technology to
build on their strengths, remove threats, and take advantage of opportunities.
Computer and Phone Setups: Xerillion will support the client with services for new phone
setups, computer setups, computer moves, and setting up users on existing computers. These
fees would be separate from a fixed-fee service package. Setting up a user on a new
computer is $295. Setting up a user on a computer already running on the client’s Microsoft
365 tenant is $195. Setting up a new phone system user on a desk phone or the Teams app is
$95.
Projects: Xerillion will support the client with professional services for new cloud
services or cloud servers, new on-premise server and equipment installs, new
software installs, new software upgrades, system removals or system
reconfigurations. These fees would be separate from a fixed-fee service package.
Fees and Quotes: Xerillion will provide the Client with formal quotes for any IT
service packages, hardware, software or subscriptions separate from this service
agreement. Those quotes are approved individually.
Default Service Rate: Unless the Client has purchased Xerillion’s Confident Cloud
Advantage managed services package, in a separate proposal for ongoing support
services, the default as-needed service rate is currently $180/hour for general IT
service and $250/hour for senior and project services, with a 15-minute remote
minimum and a 2 hour onsite minimum. For onsite service, if the Client only has
paid parking available, those parking fees will be passed on to the Client. Service
rates are adjusted annually each spring in April.
2. Up-To-Date Equipment Agreement. Client agrees to budget for and make ongoing investments in
their computer network to proactively ensure hardware and software is reasonably up-to-date and
under manufacturer warranty and support. Doing so will ensure the computer network is more
reliable and problems will be resolved quickly reducing downtime. If Xerillion identifies a
particularly problematic piece of equipment or software, client agrees to work with Xerillion to
upgrade, replace or remove equipment.
3. Term. This Agreement will commence as of the Effective Date and continue until terminated by
either party in accordance with the terms and conditions of this Agreement.
4. Termination: This agreement can be terminated at any time by either party by email notification
with 30 days’ notice.
5. Invoicing and Payment Terms: Xerillion will invoice Client once per month. Invoices are sent out
promptly in the first week of the month. Client agrees to pay their invoices within 30 days of the
invoice date. Client agrees to pay a 1.5% late fee on any invoice amount for which payment has not
DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2
XERILLION CORPORATION GENERAL SERVICE AGREEMENT
(Please email back to ClientService@Xerillion.com or fax to: 847.619.7278)
Init. _____
Confidential Page 3 of 3 4/3/2020
been received every 30 days past 30 days. Xerillion has the right to immediately suspend services if
any invoice goes 30 days unpaid.
6. Limitation of Liability: Except as expressly provided in this agreement and the limitations
imposed on Xerillion and Client by Article 8, Sections 3 and 4 of the Idaho constitution, neither
party will be liable for lost profits, lost revenues, lost business opportunities, interruption of
business, data loss, or any other direct, special, incidental or consequential damages arising out of or
related to this agreement.
7. Anti-Hire Clause: Without the prior written consent of the president of Xerillion or Client, neither
party shall directly or indirectly hire the other’s past or present employees while this agreement is
active, and for a period of 2 years after the termination of this agreement.
8. Confidentiality: Neither party nor their employees will disclose, distribute, or disseminate in any
form to anyone information pertaining to Clients, vendors, processes, employee information,
financial information, private information or any other proprietary information. Provided, however,
Xerillion acknowledges that Client is an Idaho municipal corporation which is subject to the Idaho
Public Records Act (Chapter 1, Title 74 Idaho Code) and that data and other records generated under
this Agreement may be subject to disclosure. In the event that Client receives a public records
request related to this Agreement and the services provided pursuant to the Agreement, Client will
promptly notify Xerillion of the request(s) and Client’s intended response to the same. If Client
determines the record or records are subject to disclosure and Xerillion disagrees, Client will have no
obligation to withhold disclosure of the record unless Xerillion agrees to defend, indemnify, and
hold Client harmless from any and all costs and fees associated with the refusal to disclose the
record or records in question. Client at its option may require a cash deposit or irrevocable letter of
credit or other surety acceptable to Client from Xerillion. Failure to provide the requested surety will
constitute Xerillion’s consent to disclosure of the record(s).
9. Guarantee: If Client is not completely satisfied with services provided by Xerillion, Client can opt
not to pay charges for those services. Client agrees to pay for any hardware, software or
subscriptions purchased from and resold by Xerillion. Client agrees to provide notice by email
within 30 days of the invoice date for service charges they are not paying for.
10. Governing Laws: Because Client is an Idaho local governmental entity, this agreement shall be
governed by, construed and enforced in accordance with the laws of the State of Idaho.
Wayne Chapin, President
Name, Title
Name, Title
Signature - Xerillion Corporation
Signature – City of McCall
DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2
MayorBob Giles
MCA2017Agr(NA)(ENG)(Sep20172) Page 1 of 9
Microsoft Cloud Agreement
This Microsoft Cloud Agreement is entered into between the entity you represent, or, if you do not designate
an entity in connection with a Subscription purchase or renewal, you individually (“Customer”), and
Microsoft Corporation (“Microsoft”). It consists of the terms and conditions below, Use Rights, SLA, and
all documents referenced within those documents (together, the “agreement”). It is effective on the date
that your Reseller provisions your Subscription. Key terms are defined in Section 10.
1.Grants, rights and terms.
All rights granted under this agreement are non-exclusive and non-transferable and apply as long as
neither Customer nor any of its Affiliates is in material breach of this agreement.
a.Software. Upon acceptance of each order, Microsoft grants Customer a limited right to use
the Software in the quantities ordered.
(i) Use Rights. The Use Rights in effect when Customer orders Software will apply to
Customer’s use of the version of the Software that is current at the time. For future versions
and new Software, the Use Rights in effect when those versions and Software are first
released will apply. Changes Microsoft makes to the Use Rig hts for a particular version
will not apply unless Customer chooses to have those changes apply.
(ii) Temporary and perpetual licenses. Licenses available on a subscription basis are
temporary. For all other licenses, the right to use Software becomes perpetual upon
payment in full.
b.Online Services. Customer may use the Online Services as provided in this agreement.
(i) Online Services Terms. The Online Services Terms in effect when Customer orders or
renews a subscription to an Online Service will apply for t he applicable subscription term.
For Online Services that are billed periodically based on consumption, the Online Services
Terms current at the start of each billing period will apply to usage during that period.
(ii) Suspension. Microsoft may suspend use of an Online Service during Customer’s violation
of the Acceptable Use Policy or failure to respond to a claim of alleged infringement.
Microsoft will give Customer notice before suspending an Online Service when reasonable.
(iii) End Users. Customer controls access by End Users, and is responsible for their use of
the Product in accordance with this agreement. For example, Customer will ensure End
Users comply with the Acceptable Use Policy.
(iv) Customer Data. Customer is solely responsible for the content of all Customer Data.
Customer will secure and maintain all rights in Customer Data necessary for Microsoft to
provide the Online Services to Customer without violating the rights of any third party or
otherwise obligating Microsoft to Customer or to any third party. Microsoft does not and
will not assume any obligations with respect to Customer Data or to Customer’s use of the
Product other than as expressly set forth in this agreement or as required by applicable
law.
(v) Responsibility for your accounts. Customer is responsible for maintaining the
confidentiality of any non-public authentication credentials associated with Customer’s use
of the Online Services. Customer must promptly notify customer support about any
possible misuse of Customer’s accounts or authentication credentials or any security
incident related to the Online Services.
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c. License transfers. License transfers are not permitted, except that Customer may transfer
only fully-paid perpetual licenses to (1) an Affiliate or (2) a third party, sol ely in connection with
the transfer of hardware or employees to whom the licenses have been assigned to the third
party as part of (a) a divestiture of all or part of an Affiliate or (b) a merger involving Customer
or an Affiliate. Upon such transfer, Customer and its Affiliates must uninstall and discontinue
using the licensed Product and render any copies unusable. Attempted license transfers that
do not comply with this agreement are void.
d. Reservation of rights. Products are protected by copyright and other intellectual property
rights laws and international treaties. Microsoft reserves all rights not expressly granted in this
agreement. No rights will be granted or implied by waiver or estoppel. Rights to access or use
Software on a device do not give Customer any right to implement Microsoft patents or other
Microsoft intellectual property in the device itself or in any other software or devices.
e. Restrictions. Customer may use the Product only in accordance with this agreement.
Customer may not (and is not licensed to): (1) reverse engineer, decompile or disassemble
any Product or Fix, or attempt to do so; (2) install or use non-Microsoft software or technology
in any way that would subject Microsoft’s intellectual property or technology to any other license
terms; or (3) work around any technical limitations in a Product or Fix or restrictions in Product
documentation. Customer may not disable, tamper with, or otherwise attempt to circumvent
any billing mechanism that meters Customer’s use of the Online Services. Except as expressly
permitted in this agreement or Product documentation, Customer may not distribute,
sublicense, rent, lease, lend, resell or transfer and Products, in whole or in part, or use them to
offer hosting services to a third party.
f. Preview releases. Microsoft may make Previews available. Previews are provided “as-is,”
“with all faults,” and “as-available,” and are excluded from the SLA and all limited
warranties provided in this agreement. Previews may not be covered by customer support.
Previews may be subject to reduced or different security, compliance, and privacy
commitments, as further explained in the Online Services Terms and any additional notices
provided with the Preview. Microsoft may change or discontinue Previews at any time without
notice. Microsoft also may choose not to release a Preview into “General Availability.”
g. Verifying compliance for Products.
(i) Right to verify compliance. Customer must keep records relating to all use and
distribution of Products by Customer and its Affiliates. Microsoft has the right, at its
expense, to verify compliance with the Products’ license terms. Customer must promptly
provide any information reasonably requested by the independent audito rs retained by
Microsoft in furtherance of the verification, including access to systems running the
Products and evidence of licenses for Products that Customer hosts, sublicenses, or
distributes to third parties. Customer agrees to complete Microsoft’s self-audit process,
which Microsoft may request as an alternative to a third party audit.
(ii) Remedies for non-compliance. If verification or self-audit reveals any unlicensed use of
Products, then within 30 days (1) Customer must order sufficient licenses to cover its use,
and (2) if unlicensed use is 5% or more, Customer must reimburse Microsoft for the costs
Microsoft incurred in verification and acquire the necessary additional licenses at 125% of
the price, based on the then-current price last and customer price level. The unlicensed
use percentage is based on the total number of licenses purchased for current use
compared to the actual installed base. If there is no unlicensed use, Microsoft will not
subject Customer to another verification for at least one year. By exercising the rights and
procedures described above, Microsoft does not waive its rights to enforce this agreement
or to protect its intellectual property by any other legal means.
(iii) Verification process. Microsoft will notify Customer at least 30 days in advance of its
intent to verify Customers’ compliance with the license terms for the Products Customer
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MCA2017Agr(NA)(ENG)(Sep20172) Page 3 of 9
and its Affiliates use or distribute. Microsoft will engage an independent auditor, which will
be subject to a confidentiality obligation. Any information collected in the self-audit will be
used solely for purposes of determining compliance. This verification will take place during
normal business hours and in a manner that does not unreasonably interfere with
Customer’s operations.
2. Subscriptions, ordering.
a. Choosing a Reseller. Customer must choose and maintain a Reseller authorized within its
region. If Microsoft or Reseller chooses to discontinue doing business with each other,
Customer must choose a replacement Reseller or purchase a Subscription directly from
Microsoft, which may require Customer to accept different terms.
b. Available Subscription offers. The Subscription offers available to Customer will be
established by its Reseller and generally can be categorized as one or a combination of the
following:
(i) Online Services Commitment Offering. Customer commits in advance to purchase a
specific quantity of Online Services for use during a Term and to pay upfront or on a
periodic basis for continued use of the Online Service.
(ii) Consumption Offering (also called Pay-As-You-Go). Customer pays based on actual
usage with no upfront commitment.
(iii) Limited Offering. Customer receives a limited quantity of Online Services for a limited
term without charge (for example, a free trial) or as part of another Microsoft offering (for
example, MSDN). Provisions in this agreement with respect to the SLA and data retention
may not apply.
(iv) Software Commitment Offering. Customer commits in advance to purchase a specific
quantity of Software for use during a Term and to pay upfront or on a periodic basis for
continued use of the Software.
c. Ordering.
(i) Orders must be placed through Customer’s designated Reseller. Customer may place
orders for its Affiliates under this agreement and grant its Affiliates administrative rights to
manage the Subscription, but, Affiliates may not place orders under this agreement.
Customer also may assign the rights granted under Section 1.a and 1.b to a third party for
use by that third party in Customer’s internal business. If Customer grants any rights to
Affiliates or third parties with respect to Software or Customer’s Subscription, such Affiliates
or third parties will be bound by this agreement and Customer agrees to be jointly and
severally liable for any actions of such Affiliates or third parties related to their use of the
Products.
(ii) Customer’s Reseller may permit Customer to modify the quantity of Online Services
ordered during the Term of a Subscription. Additional quantities of Online Services added
to a Subscription will expire at the end of that Subscription.
d. Pricing and payment. Prices for each Product and any terms and conditions for invoicing and
payment will be established by Customer’s Reseller.
e. Renewal.
(i) Upon renewal of a Subscription, Customer may be required to sign a new agreement, a
supplemental agreement or an amendment to this agreement.
(ii) Customer’s Subscription will automatically renew unless Customer provides its Reseller
with notice of its intent not to renew prior to the expiration of the Term.
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MCA2017Agr(NA)(ENG)(Sep20172) Page 4 of 9
f. Eligibility for Academic, Government and Nonprofit versions. Customer agrees that if it is
purchasing an academic, government or nonprofit offer, Customer meets the respective
eligibility requirements listed at the following sites:
(i) For academic offers, the requirements for educational institutions (including administrative
offices or boards of education, public libraries, or public museums) listed at
http://go.microsoft.com/academic;
(ii) For government offers, the requirements listed at http://go.microsoft.com/government; and
(iii) For nonprofit offers, the requirements listed at http://go.microsoft.com/nonprofit.
Microsoft reserves the right to verify eligibility at any time and suspend the Online Service if the
eligibility requirements are not met.
g. Taxes. The parties are not liable for any of the taxes of the other party that the other party is
legally obligated to pay and which are incurred or arise in connection with or re lated to the
transactions contemplated under this agreement, and all such taxes will be the financial
responsibility of the party who is obligated by operation of law to pay such tax.
3. Term, termination.
a. Agreement term and termination. This agreement will remain in effect until the expiration or
termination of Customer’s Subscription, whichever is earliest. Customer may terminate this
agreement at any time by contacting its Reseller. The expiration or termination of this
agreement will only terminate Customer’s right to place new orders for additional Products
under this agreement.
b. Termination for cause. If either party breaches this Agreement, the other party may terminate
the breached agreement (in whole or in part, including orders) upon notice. If the breach is
curable within 30 days, then the terminating party must provide 30 days’ notice to the breaching
party and an opportunity to cure the breach.
c. Cancel a Subscription. Customer’s Reseller will establish the terms and conditions, if any,
upon which Customer may cancel a Subscription.
4. Security, privacy, and data protection.
a. Reseller Administrator Access and Customer Data. Customer acknowledges and agrees
that (i) once Customer has chosen a Reseller, that Reseller will be the primary administrator of
the Online Services for the Term and will have administrative privileges and access to
Customer Data, however, Customer may request additional administrator privileges from its
Reseller; (ii) Customer can, at its sole discretion and at any time during the Term, terminate its
Reseller’s administrative privileges; (iii) Reseller’s privacy practices with respect to Customer
Data or any services provided by Reseller are subject to the terms of Customer’s agreement
with its Reseller and may differ from Microsoft’s privacy practices; and (iv) Reseller may collect,
use, transfer, disclose, and otherwise process Customer Data, including personal data.
Customer consents to Microsoft providing Reseller with Customer Data and information that
Customer provides to Microsoft for purposes of ordering, provisioning and administering the
Online Services.
b. Customer consents to the processing of personal information by Microsoft and its agents to
facilitate the subject matter of this agreement. Customer may choose to provide personal
information to Microsoft on behalf of third parties (including your contacts, resellers,
distributors, administrators, and employees) as part of this agreement. Customer will obtain
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all required consents from third parties under applicable privacy and data protection laws before
providing personal information to Microsoft.
c. Additional privacy and security details are in the Online Services Terms. The commitments
made in the Online Services Terms only apply to the Online Services purcha sed under this
agreement and not to any services or products provided by a Reseller. If Customer uses
software or services that are hosted by a Reseller, that use will be subject to Reseller’s privacy
practices, which may differ from Microsoft’s.
d. As and to the extent required by law, Customer shall notify the individual users of the Online
Services that their data may be processed for the purpose of disclosing it to law enforcement
or other governmental authorities as directed by Reseller or as required b y law, and Customer
shall obtain the users’ consent to the same.
e. Customer appoints Reseller as its agent for purposes of interfacing with and providing
instructions to Microsoft for purposes of this Section 4.
5. Warranties.
a. Limited warranty.
(i) Software. Microsoft warrants that each version of the Software will perform substantially
as described in the applicable Product documentation for one year from the date Customer
is first licensed for that version. If it does not, and Customer notifies Microsoft within the
warranty term, then Microsoft will, at its option, (1) return the price Customer paid for the
Software license or (2) repair or replace the Software.
(ii) Online Services. Microsoft warrants that each Online Service will perform in accordance
with the applicable SLA during Customer’s use. Customer’s remedies for breach of this
warranty are in the SLA.
The remedies above are Customer’s sole remedies for breach of the warranties in this section.
Customer waives any breach of warranty claims not made during the warranty period.
b. Exclusions. The warranties in this agreement do not apply to problems caused by accident,
abuse or use inconsistent with this agreement, including failure to meet minimum system
requirements. These warranties do not apply to free or trial products, Previews, Limited
Offerings, or to components of Products that Customer is permitted to redistribute.
c. Disclaimer. Except for the limited warranties above, Microsoft provides no warranties
or conditions for Products and disclaims any other express, implied, or statutory
warranties for Products, including warranties of quality, title, non-infringement,
merchantability and fitness for a particular purpose.
6. Defense of third party claims.
The parties will defend each other against the third-party claims described in this section and will pay the
amount of any resulting adverse final judgment or approved settlement, but only if the defending party is
promptly notified in writing of the claim and has the right to control the defense an d any settlement of it.
The party being defended must provide the defending party with all requested assistance, information,
and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it
incurs in providing assistance. This section describes the parties’ sole remedies and entire liability for
such claims.
a. By Microsoft. Microsoft will defend Customer against any third-party claim to the extent it
alleges that a Product or Fix made available by Microsoft for a fee and used within the scope
of the license granted under this agreement (unmodified from the form provided by Microsoft
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and not combined with anything else), misappropriates a trade secret or directly infringes a
patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to
resolve a claim of infringement under commercially reasonable terms, it may, as its option,
either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate
Customer’s license and refund any prepaid license fees (less depreciation on a five-year,
straight-line basis) for perpetual licenses and any amount paid for Online Services for any
usage period after the termination date. Microsoft will not be liable for any claims or damages
due to Customer’s continued use of a Product or Fix after being notified to stop due to a third -
party claim.
b. By Customer. To the extent permitted by applicable law, Customer will defen d Microsoft
against any third-party claim to the extent it alleges that: (1) any Customer Data or non-
Microsoft software hosted in an Online Service by Microsoft on Customer’s behalf
misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other
proprietary right of a third party; or (2) Customer’s use of any Product or Fix, alone or in
combination with anything else, violates the law or harms a third party.
7. Limitation of liability.
For each Product, each party’s maximum, aggregate liability to the other under this agreement is limited to
direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for
the applicable Products during the term of this agreement, subject to the following:
a. Online Services. For Online Services, Microsoft’s maximum liability to Customer for any
incident giving rise to a claim will not exceed the amount Customer paid for the Online Service
during the 12 months before the incident; provided that in no event will Microsoft’s aggregate
liability for any Online Service exceed the amount paid for that Online Service during the
Subscription.
b. Free Products and distributable code. For Products provided free of charge and code that
Customer is authorized to redistribute to third parties without separate payment to Microsoft,
Microsoft’s liability is limited to direct damages finally awarded up to US$5,000.
c. Exclusions. In no event will either party be liable for loss of revenue or indirect, special,
incidental, consequential, punitive, or exemplary damages, or damages for loss of use,
lost profits, revenues, business interruption, or loss of business information, however
caused or on any theory of liability.
d. Exceptions. The limits of liability in this section apply to the fullest extent permitted by
applicable law, but do not apply to: (1) the parties' obligations under section 6; or (2) violation
of the other's intellectual property rights.
8. Support and Professional Services.
Customer’s Reseller will provide details on support services available for Products purchased under this
agreement. Support services may be performed by Reseller or its designee, which in some cases may be
Microsoft. If Customer purchases Professional Services under this agreement, the performance of those
Professional Services will be subject to the terms and conditions in the Use Rights.
9. Miscellaneous.
a. Notices. You must send notices by mail, return receipt requested, to the address below.
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Notices should be sent to:
Microsoft Corporation
Volume Licensing Group
One Microsoft Way
Redmond, WA 98052
USA
Via Facsimile: (425) 936-7329
You agree to receive electronic notices from us, which will be sent by email to the account
administrator(s) named for your Subscription. Notices are effective on the date on the return
receipt or, for email, when sent. You are responsible for ensuring t hat the email address for
the account administrator(s) named for your Subscription is accurate and current. Any email
notice that we send to that email address will be effective when sent, whether or not you actually
receive the email.
b. Assignment. You may not assign this agreement either in whole or in part. Microsoft may
transfer this agreement without your consent, but only to one of Microsoft’s Affiliates. Any
prohibited assignment is void.
c. Severability. If any part of this agreement is held unenforceable, the rest remains in full force
and effect.
d. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.
e. No agency. This agreement does not create an agency, partnership, or joint venture.
f. No third-party beneficiaries. There are no third-party beneficiaries to this agreement.
g. Use of contractors. Microsoft may use contractors to perform services, but will be responsible
for their performance, subject to the terms of this agreement.
h. Microsoft as an independent contractor. The parties are independent contractors.
Customer and Microsoft each may develop products independently without using the other’s
confidential information.
i. Agreement not exclusive. Customer is free to enter into agreements to license, use or
promote non-Microsoft products or services.
j. Applicable law and venue. This agreement is governed by Washington law, without regard
to its conflict of laws principles, except that (i) if you are a U.S. Government entity, this
agreement is governed by the laws of the United States, and (ii) if you are a state or local
government entity in the United States, this agreement is governed by the laws of that state.
Any action to enforce this agreement must be brought in the State of Washington. This choice
of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate
jurisdiction with respect to violation of intellectual property rights.
k. Entire agreement. This agreement is the entire agreement concerning its subject matter and
supersedes any prior or concurrent communications. In the case of a conflict between any
documents in this agreement that is not expressly resolved in those documents, their terms will
control in the following order of descending priority: (1) this agreement, (2) the Product Terms,
(3) the Online Services Terms, and (4) any other documents in this agreement.
l. Survival. All provisions survive termination of this agreement except those requiring
performance only during the term of the agreement.
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m. U.S. export jurisdiction. Products are subject to U.S. export jurisdiction. Customer must
comply with all applicable international and national laws, including the U.S. Export
Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-
use and destination restrictions issued by U.S. and other governments related to Microsoft
products, services, and technologies.
n. Force majeure. Neither party will be liable for any failure in performance due to causes beyond
that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood,
severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism
(including cyber terrorism), acts of God, acts or omissions of Internet traffi c carriers, actions or
omissions of regulatory or governmental bodies (including the passage of laws or regulations
or other acts of government that impact the delivery of Online Services)). This Section will not,
however, apply to your payment obligations under this agreement.
o. Contracting authority. If you are an individual accepting these terms on behalf of an entity,
you represent that you have the legal authority to enter into this agreement on that entity’s
behalf.
10. Definitions.
Any reference in this agreement to “day” will be a calendar day.
“Acceptable Use Policy” is set forth in the Online Services Terms.
“Affiliate” means any legal entity that a party owns, that owns a party, or that is under common ownership
with a party. “Ownership” means, for purposes of this definition, control of more than a 50% interest in an
entity.
“Consumption Offering”, “Commitment Offering”, or “Limited Offering” describe categories of Subscription
offers and are defined in Section 2.
“Customer Data” is defined in the Online Services Terms.
“End User” means any person you permit to access Customer Data hosted in the Online Services or
otherwise use the Online Services.
“Fix” means a Product fix, modifications or enhancements, or their derivatives, that Micros oft either
releases generally (such as Product service packs) or provides to Customer to address a specific issue.
“Licensing Site” means http://www.microsoft.com/licensing/contracts or a successor site.
“Non-Microsoft Product” is defined in the Online Services Terms.
“Online Services” means any of the Microsoft-hosted online services subscribed to by Customer under this
agreement, including Microsoft Dynamics Online Services, Office 365 Services, Microsoft Azure Services,
or Microsoft Intune Online Services.
“Online Services Terms” means the additional terms that apply to Customer’s use of Online Services
published on the Licensing Site and updated from time to time.
“Previews” means preview, beta, or other pre-release version or feature of the Online Services or Software
offered by Microsoft to obtain customer feedback.
“Product” means all products identified in the Product Terms, such as all Software, Online Services and
other web-based services, including Previews.
“Product Terms” means the document that provides information about Microsoft Products and Professional
Services available through volume licensing. The Product Terms document is published on the Licensing
Site and is updated from time to time.
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“Professional Services” means Product support services and M icrosoft consulting services provided to
Customer under this agreement. “Professional Services” does not include Online Services.
“Reseller” means an entity authorized by Microsoft to resell Software licenses and Online Service
Subscriptions under this program and engaged by you to provide assistance with your Subscription.
“SLA” means Service Level Agreement, which specifies the minimum service level for the Online Services
and is published on the Licensing Site.
“Software” means licensed copies of Microsoft software identified on the Product Terms. Software does
not include Online Services, but Software may be a part of an Online Service .
“Subscription” means an enrollment for Online Services for a defined Term as established by your Reseller.
“Term” means the duration of a Subscription (e.g., 30 days or 12 months).
“Use Rights” means the use rights or terms of service for each Product published on the Licensing Site
and updated from time to time. The Use Rights supersede the terms of any end us er license agreement
that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Terms.
The Use Rights for Online Services are published in the Online Services Terms.
Name ________________________ Title _________
Signature _____________________ Date _________
DocuSign Envelope ID: 41A24013-F2D8-437E-9E1D-612F170DBEA2
Bob Giles
4/13/2020
Mayor